What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-02-23 compared with 2020-02-24 · 39 added, 32 removed, 64 unchanged (53% of the section changed)

14 unchanged sentences

ASSUMES $100 INVESTED ON DECEMBER 25, 2015

December 26, 2014

December 25, 2015

December 30, 2016

December 29, 2017

December 28, 2018

December 27, 2019

December 25, 2015 December 30, 2016 December 29, 2017 December 28, 2018 December 27, 2019 December 25, 2020

The Chefs’ Warehouse, Inc.

$ 100.00 $ 90.96 $ 118.02 $ 180.37 $ 218.60 $ 137.54

NASDAQ Composite Index $ 100.00 $ 106.63 $ 136.74 $ 130.43 $ 178.40 $ 253.63

2 unchanged sentences

Repurchased (1)

Paid Per Share

Paid Per Share Total

Number of Shares

1 unchanged sentence

Announced Plans

or Programs Maximum

Dollar Value) of

5 unchanged sentences

November 21, 2020 to December 25, 2020 35,646 24.39 — —

Total 36,979 $ 24.09 — —

(1) During the thirteen weeks ended December 25, 2020, we withheld 36,979 shares of our common stock to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to certain of our officers and key employees.

9 unchanged sentences

Statement of Operations Data:

December 27, 2019

December 28, 2018

December 29, 2017

December 30, 2016

December 25, 2015

December 25, 2020 (1) December 27, 2019 December 28, 2018 December 29, 2017 December 30, 2016

Net sales $ 1,111,631 $ 1,591,834 $ 1,444,609 $ 1,301,520 $ 1,192,866

Cost of sales (2)

Operating expenses (1)

Operating income

Interest and other expense (2)

Income before income taxes

Provision for income taxes (3)

Basic net income per share

Diluted net income per share

863,480 1,205,266 1,095,693 985,432 904,140

Gross profit 248,151 386,568 348,916 316,088 288,726

Selling, general and administrative expenses (2)

336,394 329,542 298,102 275,254 251,025

Other operating (income) expenses (2, 3)

14,417 6,359 2,225 (283) (9,607)

Operating (loss) income (102,660) 50,667 48,589 41,117 47,308

Interest expense (4)

20,946 18,264 20,745 22,709 41,632

(Loss) income before income taxes (123,606) 32,403 27,844 18,408 5,676

Provision for income tax (benefit) expense (5)

(40,703) 8,210 7,442 4,042 2,653

Net (loss) income $ (82,903) $ 24,193 $ 20,402 $ 14,366 $ 3,023

Basic net (loss) income per share $ (2.46) $ 0.82 $ 0.71 $ 0.55 $ 0.12

Diluted net (loss) income per share $ (2.46) $ 0.81 $ 0.70 $ 0.54 $ 0.12

Weighted average common shares outstanding:

Basic 33,716 29,532 28,703 26,118 25,919

Diluted 33,716 30,073 29,679 27,425 26,030

Balance Sheet Data (at end of period)

1 unchanged sentence

Working capital (6, 7)

$ 287,560 $ 303,005 $ 203,193 $ 188,567 $ 157,117

Total assets (6)

$ 974,325 $ 1,013,679 $ 732,398 $ 687,749 $ 633,538

Long-term debt, net of current portion $ 398,084 $ 386,106 $ 278,169 $ 313,995 $ 317,725

Total liabilities (6)

$ 629,735 $ 677,746 $ 423,722 $ 439,148 $ 439,778

Total stockholders’ equity $ 344,590 $ 335,933 $ 308,676 $ 248,601 $ 193,760

(1) Fiscal year 2020 results of operations were materially impacted by the Pandemic.

(2) Includes the impact of the reclassification of food processing costs from selling, general, and administrative expenses, to cost of sales and other reclassifications.

Refer to the “ Reclassifications ” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

(3) Fiscal year 2020 includes a $24,200 write-down related to Del Monte and Bassian trademarks and income of $11,479 related to the revaluation of several earn-out liabilities.

Fiscal year 2016 includes income of $8,347 related to the revaluation of the Del Monte earn-out liabilities.

5 unchanged sentences

federal corporate top tax rate from 35.0% to 21.0%.

Fiscal year 2019 includes the impact of recognizing operating lease right-of-use assets and liabilities as a result of our adoption of Accounting Standards Codification Topic 842, “Leases,” as of December 29, 2018.

(6) Fiscal year 2019 and beyond includes the impact of recognizing operating lease right-of-use assets and liabilities as a result of our adoption of Accounting Standards Codification Topic 842, “Leases,” as of December 29, 2018.

(7) We define working capital as current assets less current liabilities.

2 unchanged sentences

For acquisitions affecting the comparability of the most recent three fiscal years, refer to the “ Recent Significant Acquisitions ” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

Acquisitions affecting comparability of the previous periods are described below.

Acquisitions affecting comparability of the previous periods as described below:

On August 25, 2017, we entered into an asset purchase agreement to acquire substantially all of the assets of Fells Point, a specialty center-of-the-plate manufacturer and distributor based in the metro Baltimore and Washington DC area.

The final purchase price for the transaction was approximately $34.1 million, including $29.7 million paid in cash at closing, $3.3 million consisting of 185,442 shares of our common stock and $1.1 million paid upon settlement of a net working capital true-up.

We are also required to pay additional contingent consideration, if earned, in the form of an earn-out amount which could total approximately $12.0 million.

The payment of the earn-out liability is subject to the successful achievement of annual Adjusted EBITDA targets for the Fells Point business over a period of four years following closing.

We paid $3.0 million during both fiscal 2018 and fiscal 2019 to the former owners of Fells Point related to the successful attainment of the targeted EBITDA in the first two years of their earn-out agreement.

On June 27, 2016, we acquired substantially all of the assets of MT Food, based in Chicago, Illinois.

Founded in the mid-1990’s, MT Food is a wholesale distributor of dairy, produce, specialty and grocery items in the metro Chicago area.

Founded in the mid-1990’s, MT Food was a wholesale distributor of dairy, produce, specialty and grocery items in the metro Chicago area.

The purchase price for the transaction was $21.5 million, of which, $21.0 million was paid in cash at closing with an additional $0.5 million payable eighteen months after the closing date.

The aggregate purchase was paid through cash-on-hand and the proceeds from a draw down on our delayed draw term loan facility.

During the second quarter of fiscal 2017, we paid an earn-out of $0.5 million to the former owners.

On April 6, 2015, we acquired substantially all the equity interests of Del Monte for an aggregate purchase price of approximately $184.1 million.

Founded in 1926, Del Monte supplied high quality, USDA inspected beef, pork, lamb, veal, poultry and seafood products to Northern California.

The funding of the acquisition consisted of the following:

$123.9 million in cash, which was funded with cash-on-hand, borrowings under the revolving credit facility portion of our senior secured credit facilities and the issuance of $25.0 million of additional senior secured notes that bore interest at 5.80% per annum due on October 17, 2020;

approximately 1.1 million shares of our common stock (valued at $22.17 per share);

$36.8 million in convertible subordinated notes issued to certain entities affiliated with Del Monte with a six-year maturity, that bore interest at 2.50% with a conversion price of $29.70 per share;

$1.3 million offset received as an adjustment to the purchase price.

In addition, we paid $4.1 million of additional contingent consideration in the form of an earn-out during fiscal 2016.

We fully settled the remaining earn-out liability during fiscal 2019 for an additional $0.2 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity